UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): September 9, 2004


                       NATIONAL SEMICONDUCTOR CORPORATION
             (Exact name of registrant as specified in its charter)

         DELAWARE                 1-6453                95-2095071
         --------                 ------                ----------
(State of Incorporation)     (Commission           (I.R.S. Employer
                              File Number)          Identification Number)


                    2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090
                       SANTA CLARA, CALIFORNIA 95052-8090
                    (Address of Principal Executive Offices)

                                 (408) 721-5000

              (Registrant's telephone number, including area code)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):


[]   Written communication pursuant to Rule 425 under the securities Act (17 CFR
     230.425)

[]   Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Act (17
     CFR 240.14a-12)

[]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Act (17
     CFR 240.14a-12)




NATIONAL SEMICONDUCTOR CORPORATION

Table of Contents


                                                                    Page
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Section 2 - Financial Information

Item 2.02       Results of Operations and Financial Condition         3

Section 9 - Financial Statements and Exhibits

Item 9.01       Financial Statements and Exhibits                     3

Signature                                                             4

Exhibits:
---------
99.1     News release dated September 9, 2004 (Earnings)




NATIONAL SEMICONDUCTOR CORPORATION

Item 2.02          RESULTS OF OPERATION AND FINANCIAL CONDITION

     On  September 9, 2004,  National  Semiconductor  Corporation  issued a news
release announcing  earnings for the quarter ended August 29, 2004. The earnings
news  release,  which has been  attached  as Exhibit  99.1,  contains  unaudited
Condensed Consolidated Statements of Operations,  Balance Sheets, and Statements
of Cash Flows that are  presented in  accordance  with United  States  generally
accepted accounting principles, or GAAP.

     The information in Exhibit 99.1 attached hereto shall not be deemed "filed"
for purposes of Section 18 of the  Securities  Exchange Act of 1934, as amended,
nor  shall it be  deemed  incorporated  by  reference  in any  filing  under the
Securities Act of 1933, as amended.

Item 9.01         FINANCIAL STATEMENTS AND EXHIBITS

         (c )  Exhibits

Exhibit No.       Description of Exhibit
-----------       ----------------------

    99.1          News release dated September 9, 2004 issued by National
                  Semiconductor Corporation* (Earnings)

*This  exhibit is intended to be furnished  and shall not be deemed  "filed" for
purposes of the Securities Exchange Act of 1934, as amended.




                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                       NATIONAL SEMICONDUCTOR CORPORATION

                                       //S// Robert E.  DeBarr
                                       -----------------------
Dated:  September 9, 2004              Robert E.  DeBarr
                                       Controller
                                       Signing on behalf of the registrant and
                                       as principal accounting officer